James Woolery, deputy chairman of law firm Cadwalader, Wickersham & Taft LLP and a former co-head of M&A banking at J.P. Morgan, took the WSJ op-ed pages to discuss what he sees as a breakdown in communication between boards and shareholders. That breakdown, he said, is harming both shareholders and companies, and in the end giving too much leeway to “opportunistic activists that may not have the best long-term interests of shareholders at heart.”

In an increasingly activist world, the conversation is growing louder in the boardroom. As MoneyBeat has pointed out before, corporate advisers are warning their clients they need to talk to shareholders more, and be ready for activists.

Mr. Woolery joined that chorus and his column was set against this backdrop:

Activist campaigns and money invested in activist funds are both up. The average market value of target companies has increased to $8.2 billion last year up from $3.9 billion in 2011. And activist funds are estimated to have over $100 billion in assets under management—three times the amount invested in 2008. Institutional investors, once loath to mix with activists, now routinely take private meetings and share ideas with them.

But he also proposed a more unique idea than just talking. He wants to change the way proxy contests are fought:

Second, proxy contests are antiquated and in need of reform. They often occur in an atmosphere that is confrontational, and the ad hoc nature of the voting and solicitation process is unlikely to produce good results. Further, in proxy contests, there is a real risk that corporate governance rules will be manipulated to drive a short-term agenda, which carries additional risks for shareholders.

Proxy votes are typically an opaque and hard-to-read endeavor for both sides. Proxy solicitors are called in to herd the shareholders, but determining the vote ahead of time is difficult and votes change at the last minute, which can impact any settlement discussions between dissidents and management.

While talking could avoid proxy fights, a movement to change the way they are done would be exciting for those into deal wonkery.